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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant X
Filed by a party other than the
Registrant
Check the appropriate box:
Preliminary proxy statement Confidential For Use of the
Commission Only, (as permitted,
by Rule 14a-6(e)(2))
X Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule
14a-11(c)or Rule 14a-12
LIFETIME HOAN CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of filing fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6 (i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and
the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
_______________________________
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
LIFETIME HOAN CORPORATION
One Merrick Avenue
Westbury, New York 11590
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 12, 2003
Notice is hereby given that the Annual Meeting of Stockholders
of Lifetime Hoan Corporation, a Delaware corporation (the "Company"),
will be held at the offices of the Company, One Merrick Avenue,
Westbury, New York 11590 on Thursday June 12, 2003, at 10:30 a.m.,
local time, for the following purposes:
(1) To elect a board of six directors to
serve until the next Annual Meeting of
Stockholders or until their successors are
duly elected and qualified;
(2) To approve and ratify the appointment
of Ernst & Young LLP as the independent
accountants of the Company;
(3) To transact such other business as may
properly come before the meeting, or any
adjournment(s) or postponement(s) thereof.
Stockholders of record at the close of business on April 25,
2003 are entitled to notice of and to vote at the Annual Meeting and
any adjournment(s) or postponement(s) thereof. A complete list of
the stockholders entitled to vote at the Annual Meeting will be
available for examination by any stockholder at the Company's
offices, One Merrick Avenue, Westbury, New York 11590, for any
purpose germane to the Annual Meeting, during ordinary business
hours, for a period of at least 10 days prior to the Annual Meeting.
By Order of the Board of Directors
Craig Phillips, Secretary
Westbury, New York
April 25, 2003
THE BOARD OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL
STOCKHOLDERS TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN AS
PROMPTLY AS POSSIBLE THE ENCLOSED PROXY IN THE ACCOMPANYING REPLY
ENVELOPE. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR
PROXIES AND VOTE IN PERSON.
LIFETIME HOAN CORPORATION
One Merrick Avenue
Westbury, New York 11590
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held on June 12, 2003
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of
Lifetime Hoan Corporation, a Delaware corporation (the "Company"),
for use at the Annual Meeting of Stockholders of the Company (the
"Meeting") to be held on the date, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. Stockholders of record at the close of business on
April 25, 2003 are entitled to notice of and to vote at the Meeting.
This Proxy Statement and the accompanying Proxy shall be mailed to
stockholders on or about May 9, 2003.
THE MEETING
Voting at the Meeting
On April 25, 2003, there were 10,560,704 shares of the Company's
common stock, $.01 par value (the "Common Stock"), issued and
outstanding. Each share of Common Stock entitles the holder thereof
to one vote on all matters submitted to a vote of stockholders at the
Meeting.
A majority of the Company's outstanding shares of Common Stock
represented at the Meeting, in person or by proxy, shall constitute a
quorum. Assuming a quorum is present, (1) the affirmative vote of a
plurality of the shares so represented is necessary for the election
of directors and 2) the affirmative vote of a majority of the shares
so represented is necessary to approve and ratify the appointment of
Ernst & Young LLP as the independent auditors of the Company.
Proxies and Proxy Solicitation
All shares of Common Stock represented by properly executed
proxies will be voted at the Meeting in accordance with the
directions marked on the proxies, unless such proxies have previously
been revoked. If no directions are indicated on such proxies, they
will be voted for the election of each nominee named below under
"Election of Directors" and for the approval and ratification of the
appointment of Ernst & Young LLP as the independent auditors of the
Company. If any other matters are properly presented at the Meeting
for action, the proxy holders will vote the proxies (which confer
discretionary authority upon such holders to vote on such matters) in
accordance with their best judgment. Each proxy executed and
returned by a stockholder may be revoked at any time before it is
voted by timely submission of a written notice of revocation or by
submission of a duly executed proxy bearing a later date (in either
case directed to the Secretary of the Company), or, if a stockholder
is present at the Meeting, he may elect to revoke his proxy and vote
his shares personally. Abstentions and broker non-votes are counted
for purposes of determining the presence or absence of a quorum for
the transaction of business. If a stockholder, present in person or
by proxy, abstains on any matter, such stockholder's shares of Common
Stock will not be voted on such matter. Thus, an abstention from
voting on any matter has the same legal effect as a vote "against"
the matter, even though the stockholder may interpret such action
differently. Except for determining the presence or absence of a
quorum for the transaction of business, broker non-votes are not
counted for any purpose in determining whether a matter has been
approved.
The Company will bear the cost of preparing, printing,
assembling and mailing the proxy, this Proxy Statement and other
material which may be sent to stockholders in connection with this
solicitation. It is contemplated that brokerage houses will forward
the proxy materials to beneficial holders at the request of the
Company. In addition to the solicitation of proxies by the use of
the mails, officers and other employees of the Company may solicit
proxies by telephone without being paid any additional compensation.
The Company will reimburse such persons for their reasonable out-of-
pocket expenses in accordance with the regulations of the Securities
and Exchange Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of the Common Stock as of April 25, 2003(except where
otherwise noted) based on a review of information filed with the
United States Securities and Exchange Commission ("SEC") and the
Company's stock records with respect to (a) each person known to be
the beneficial owner of more than 5% of the outstanding shares of
Common Stock, (b) each Director or nominee for a directorship of the
Company, (c) each executive officer of the Company named in the
Summary Compensation Table, and (d) all executive officers and
directors of the Company as a group. Unless otherwise stated, each
of such persons has sole voting and investment power with respect to
such shares.
Percent of
Outstanding
Shares
Amount and Nature of Beneficially
Name and Address Beneficial Ownership Owned (17)
Jeffrey Siegel (1) 1,319,024(2) 12.5%
Ronald Shiftan (1) 150,845(3) 1.4%
Craig Phillips (1) 939,392(4) 8.9%
Howard Bernstein (1) -0- -
Robert McNally (1) 190,000(5) 1.8%
Bruce Cohen (1) 1,074,186(6) 10.2%
Evan Miller (1) 57,716(7) 0.5%
Robert Reichenbach (1) -0- -
Leonard Florence (1) 120,700 1.1%
Daniel Siegel (1) 639,733(8) 6.1%
Milton L. Cohen 1,579,084(9) 14.9%
133 Everit Avenue
Hewlett Bay Park, NY 11557
Jodie Glickman 1,058,708(10) 10.0%
1233 Beech Street - Unit 35
Atlantic Beach, NY 11509
Laura Miller 1,076,014(11) 10.2%
1312 Harbor Road
Hewlett Harbor, NY 11598
Tracy Wells 950,665(12) 9.1%
30 Wedgewood Drive
Hopkinton, MA 01748
Royce & Associates, Inc. 667,628(13) 6.3%
1414 Avenue of the Americas
New York, NY 10019
Wellington Management Co., LLP 764,300(14) 7.2%
75 State Street
Boston, MA 02109
Dimensional Fund Advisors, Inc. 638,845(15) 6.1%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
All Directors and Executive
Officers as a Group (9 persons) 3,851,863(16) 35.2%
(1) The address of such individuals is c/o the Company, One Merrick
Avenue, Westbury, NY 11590.
(2) Does not include 968,423 shares owned by ten separate
irrevocable trusts for the benefit of Mr. Siegel's children, nieces
and nephews. Mr. Siegel, who is not a trustee of the trusts,
disclaims beneficial ownership of the shares held by the trusts. Mr.
Jeffrey Siegel is the father of Mr. Daniel Siegel and Mrs. Tracy
Wells and is a cousin of Mr. Craig Phillips.
(3) Includes 150,000 shares issuable upon the exercise of options
which are exercisable within 60 days. Does not include 50,000 shares
issuable upon the exercise of options which are not exercisable
within 60 days.
(4) Includes 28,278 shares held by a trust of which Mr. Phillips is a
beneficiary and 12,700 shares issuable upon the exercise of options
which are exercisable within 60 days.
(5) Includes 168,000 shares issuable upon the exercise of options
which are exercisable within 60 days. Does not include 6,000 shares
issuable upon the exercise of options which are not exercisable
within 60 days.
(6) Includes 14,100 shares issuable upon the exercise of options
which are exercisable within 60 days. Does not include 2,500 shares
issuable upon the exercise of options which are not exercisable
within 60 days. Includes 256,983 shares held in an irrevocable trust
of which Mr. Cohen is the beneficiary. Also includes the following
shares, for which Mr. Cohen disclaims beneficial ownership: 317,621
shares held in an irrevocable trust for the benefit of Mrs. Jodie
Glickman, of which Mr. Bruce Cohen and Mrs. Miller are co-trustees,
347,468 shares held in an irrevocable trust for the benefit of Mrs.
Laura Miller of which Mr. Bruce Cohen and Mrs. Glickman are co-
trustees, and 125,746 shares held in the irrevocable trusts referred
to in footnote (9) for the benefit of members of Mr. Cohen's
immediate family of which Mr. Bruce Cohen is the sole trustee.
(7) Includes 24,100 shares issuable upon the exercise of options
which are exercisable within 60 days. Does not include 2,500 shares
issuable upon the exercise of options which are not exercisable
within 60 days.
(8) Amount and Nature of Beneficial Ownership and Percent of
Outstanding Shares Beneficially Owned is based on Schedule 13G dated
July 24, 2002 filed with the SEC reporting beneficial ownership of
securities of the Company held by Mr. Dan Siegel as of December 31,
2002.
(9) Includes 40,000 shares issuable upon the exercise of options
which are exercisable within 60 days. Does not include 1,244,900,
shares owned by nineteen separate irrevocable trusts for the benefit
of Mr. Milton L. Cohen's children, their spouses and his
grandchildren. Mr. Cohen, who is not a trustee of the trusts,
disclaims beneficial ownership of the shares held by the trusts. Mr.
Milton L. Cohen is the father of Mr. Bruce Cohen, Mrs. Jodie Glickman
and Mrs. Laura Miller and the father-in-law of Evan Miller, who is
married to Laura Miller.
(10) Amount and Nature of Beneficial Ownership and Percent of
Outstanding Shares Beneficially Owned is based on Schedule 13G dated
January 28, 2003 filed with the SEC reporting beneficial ownership of
securities of the Company held by Mrs. Jodie Glickman as of December
31, 2002.
(11) Amount and Nature of Beneficial Ownership and Percent of
Outstanding Shares Beneficially Owned is based on Schedule 13G dated
January 28, 2003 filed with the SEC reporting beneficial ownership of
securities of the Company held by Mrs. Laura Miller as of December
31, 2002.
(12) Amount and Nature of Beneficial Ownership and Percent of
Outstanding Shares Beneficially Owned is based on Schedule 13G dated
July 24, 2002 filed with the SEC reporting beneficial ownership of
securities of the Company held by Mrs. Tracy Wells as of December 31,
2002.
(13) Amount and Nature of Beneficial Ownership and Percent of
Outstanding Shares Beneficially Owned is based on Schedule 13G dated
February 3, 2003 filed with the SEC reporting beneficial ownership of
securities of the Company held by Royce and Associates, Inc. as of
December 31, 2002.
(14) Amount and Nature of Beneficial Ownership and Percent of
Outstanding Shares Beneficially Owned is based on Schedule 13G dated
February 5, 2003 filed with the SEC reporting beneficial ownership of
securities of the Company held by Wellington Management Co., LLP as
of December 31, 2002.
(15) Amount and Nature of Beneficial Ownership and Percent of
Outstanding Shares Beneficially Owned is based on Schedule 13G dated
February 3, 2003 filed with the SEC reporting beneficial ownership of
securities of the Company held by Dimensional Fund Advisors, Inc. as
of December 31, 2002.
(16) Calculated on the basis of 10,929,604 shares of Common Stock
outstanding, except that shares underlying options exercisable within
60 days are deemed to be outstanding for purposes of calculating the
beneficial ownership of securities owned by the holders of such
options.
(17) Includes 408,900 shares issuable upon the exercise of options
which are exercisable within 60 days. Does not include 61,000 shares
issuable upon the exercise of options which are not exercisable
within 60 days.
To the knowledge of the Company, no arrangement exists, the operation
of which might result in a change of control of the Company.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
A board of six directors is to be elected at the Meeting to hold
office until the next Annual Meeting of Stockholders, or until their
successors are duly elected and qualified. The following nominees
have been recommended by the Board of Directors. Each of the
nominees are current Directors of the Company. Mr. Milton L. Cohen,
who was a Director of the Company, resigned October 6, 2002. It is
the intention of the persons named in the enclosed proxy to vote the
shares covered thereby for the election of the six persons named
below, unless the proxy contains contrary instructions:
Director of the Company
Name Age Position or its Predecessor Since
Jeffrey Siegel 60 Chairman of the Board of 1967
Directors, Chief Executive
Officer and President.
Mr. Siegel has held the position
of Chairman of the Board since
June 14, 2001, the position of
Chief Executive Officer since
December 8, 2000 and the position
of President since 1999. Prior to
becoming President, since 1967,
Mr. Siegel was Executive Vice
President of the Company.
Bruce Cohen 45 Executive Vice President 1998
and a Director. Mr. Bruce
Cohen has held the position of
Executive Vice President since
1999. Prior to becoming
Executive Vice President,
since 1991, Mr. Bruce Cohen was
Vice President - National Sales
Manager of the Company.
Craig Phillips 53 Vice-President - Manufacturing, 1973
Secretary and a Director.
Mr. Phillips has held the position
of Vice-President - Manufacturing
and Secretary since 1973.
Ronald Shiftan 58 Director. Mr. Shiftan is a 1991
consulant to the Company since
October 2002. From 1998 to 2002,
Mr. Shiftan was Deputy Executive
Director of The Port Authority of
New York and New Jersey. From 1996
to 1998, he was Chairman of Patriot
Group, LLC, an investment banking
firm. Mr. Shiftan is a director of
the Rumson-Fair Haven Bank & Trust Co.
and a trustee of Meridian Health
System, Inc.
Howard Bernstein 82 Director. Mr. Bernstein has been 1992
a member of the firm of Cole,
Samsel & Bernstein LLC (and its
predecessors), certified public
accountants, for approximately
fifty years.
Leonard Florence 71 Director. Mr. Florence has been 2000
Chairman of the Board of Syratech,
Inc., a consumer products company,
since 1986. From 1986 to 2001
Mr. Florence was Chief Executive
Officer and President of Syratch,
Inc.
Jeffrey Siegel and Craig Phillips are cousins.
The Company has no reason to believe that any of the nominees
will not be a candidate or will be unable to serve. However, should
any of the foregoing nominees become unavailable for any reason, the
persons named in the enclosed proxy intend to vote for such other
person or persons as the Board may nominate.
The Board recommends that stockholders vote FOR the election of
the nominated directors, and signed proxies which are returned will
be so voted unless otherwise instructed on the proxy card.
INFORMATION CONCERNING THE BOARD OF DIRECTORS OF LIFETIME HOAN
The directors of the Company are elected annually by the
stockholders of the Company. They will serve until the next annual
meeting of the stockholders of the Company or until their successors
have been duly elected and qualified or until their earlier
resignation or removal.
Directors who are not employees of the Company receive an annual
fee of $10,000 plus $1,000 for each meeting of the Board attended.
Directors, who are employees of the Company, do not receive
compensation for such services. The officers and directors of the
Company have entered into indemnification agreements with the
Company.
Audit Committee The Audit Committee is presently comprised of
two directors who are independent, as required by the Audit Committee
charter and the listing requirements for the Nasdaq National Market.
The current members are Howard Bernstein and Leonard Florence. Mr.
Shiftan, who was a member of the Audit Committee, resigned as of
January 1, 2003. The Audit Committee held three meetings during
2002.
The Audit Committee, among other things, regularly:
* reviews the activities of the Company's independent accountants.
* evaluates the Company's organization and its internal controls,
policies, procedures and practices to determine whether they are
reasonably designed to:
- provide for the safekeeping of the Company's assets; and
- assure the accuracy and adequacy of the Company's records and
financial statements.
* reviews the Company's financial statements and reports.
* monitors compliance with the Company's internal controls,
policies, procedures and practices.
* undertakes such other activities as the Board from time to time
may delegate to it.
* considers the qualifications of the independent accountants of
the Company and makes recommendations to the Board as to their
selection.
* reviews and approves audit fees and fees for non-audit services
rendered or to be rendered by the independent accountants, and
reviews the audit plan and the services rendered or to be rendered by
the independent accountants for each year and the results of their
audit for the previous year.
Compensation Committee The Compensation Committee is comprised
of three directors, two of whom are independent. The current members
are Ronald Shiftan (Chairman), Howard Bernstein and Leonard Florence.
The Compensation Committee held one meeting during 2002.
The Compensation Committee, after consulting with the chief
executive officer, establishes, authorizes and administers the
Company's compensation policies, practices and plans for the
Company's directors, executive officers and other key personnel. The
Compensation Committee advises the Board of Directors regarding
directors' and officers' compensation and management development and
succession plans. The Compensation Committee is responsible for
administering the Company's 2000 Incentive Bonus Compensation. The
Compensation Committee also undertakes such other activities as may
be delegated to it from time to time by the Board of Directors.
Stock Option Committee The Stock Option Committee is comprised
of three directors. The current members are Jeffrey Siegel
(Chairman), Bruce Cohen and Ronald Shiftan. The Stock Option
Committee held two meetings during 2002.
The Stock Option Committee is responsible for administering the
Company's 2000 Long-Term Incentive Plan. The Company's 1991 Stock
Option Plan and 1996 Incentive Stock Option Plan are administered by
the Board of Directors.
The Board does not have a nominating committee; rather, the
Board as a whole performs the functions which would otherwise be
delegated to such a committee.
The Board of Directors held five meetings and took action by
unanimous consent once during the fiscal year ended December 31,
2002.
Each director attended every Board Meeting and every meeting of
the committee(s) on which he served.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company
reviewed and discussed the consolidated financial statements of the
Company and its subsidiaries that are set forth in the Company's 2002
Annual Report to Stockholders and at Item 8 of the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, with
management of the Company and Ernst & Young LLP, independent
accountants for the Company.
The Audit Committee discussed with Ernst & Young LLP the matters
required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended, which includes,
among other items, matters relating to the conduct of an audit of the
Company's financial statements.
The Audit Committee received the written disclosures and the
letter from Ernst & Young LLP required by Independence Standards
Board Standard No. 1 and discussed with Ernst & Young LLP that firm's
independence from the Company. The Committee concluded that the
provision by Ernst & Young LLP of non-audit services, including tax
preparation services, to the Company is compatible with its
independence.
Based on the review and discussions with management of the
Company and Ernst & Young LLP referred to above, the Audit Committee
recommended to the Board of Directors that the Company publish the
consolidated financial statements of the Company and its subsidiaries
for the year ended December 31, 2002 in the Company's Annual Report
on Form 10-K for the year ended December 31, 2002 and in the
Company's 2002 Annual Report to Stockholders.
April 4, 2003
The Audit Committee
Howard Bernstein Leonard Florence
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Policies and Practices
The Board of Directors of the Company (the "Board") has
delegated to the Compensation Committee of the Board (the
"Committee") primary responsibility for establishing and
administering the compensation programs of the Company for its
executive officers and other key personnel.
The Committee annually reviews the Company's executive
compensation practices to determine whether the Company's executive
compensation practices (a) enable the Company to attract and retain
qualified and experienced executive officers and other key personnel,
(b) will motivate executive officers and other key personnel to
attain appropriate short term and long term performance goals and to
manage the Company for sustained long term growth, and (c) align the
interests of executive officers and other key personnel with the
interests of the stockholders.
Section 162(m) of the Internal Revenue Code (the "Code")
provides that compensation paid to a public company's chief executive
officer and its four other highest paid executive officers in tax
years 1994 and thereafter in excess of $1 million is not deductible
unless such compensation is paid only upon the achievement of
objective performance goals where certain procedural requirements
have been satisfied. Alternatively, such compensation may be deferred
until the executive officer is no longer a covered person under
Section 162(m) of the Code. Any compensation subject to the Section
162(m) limitations will be automatically deferred until the payment
of such compensation would be deductible by the Company except in
those cases where the Committee determines that nondeductible
payments would be consistent with the Company's compensation
philosophy and in the best interests of the Company and its
stockholders.
Executive Officers' Disclosure
Each of the executive officers of the Company receives a salary
at a level which is commensurate with the responsibility of such
individual, and his or her prior experience. In reviewing salaries,
the Committee takes into consideration the operating responsibility
of each individual, his or her experience in the housewares industry,
his or her expertise in overseas purchasing and the amount of time
spent abroad. The Committee also examines the impact each individual
has on the profitability and future growth of the Company. Such
salaries are intended to be comparable to the salaries of other
companies of comparable size and nature. Salary reviews are done
annually.
The Company adopted the Lifetime Hoan Corporation 2000 Incentive
Bonus Compensation Plan pursuant to which executive officers, and
other designated participants are entitled to bonuses based on
performance criteria and targets that are established for an
applicable period. The Company also adopted the Lifetime Hoan
Corporation 2000 Long-Term Incentive Plan, which permits the granting
of options (and other stock based awards) to executive officers and
other key personnel of the Company and its subsidiaries.
Chief Executive Officer Disclosure
The compensation of Jeffrey Siegel, Chairman of the Board of
Directors, Chief Executive Officer and President, was governed by the
terms of an agreement dated April 6, 2001, which was approved by the
Committee and provides, among other things, for an annual base salary
of $700,000 with annual increments based on changes in the Consumer
Price Index and an annual bonus pursuant to the Company's Incentive
Bonus Compensation Plan. His bonus for 2002 was $323,000.
April 4, 2003
The Compensation Committee
Ronald Shiftan, Chairman
Howard Bernstein Leonard Florence
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning
the compensation of the Company's Chief Executive Officer and
President, and each of its other four most highly compensated
executive officers whose annual compensation for the fiscal year
ended December 31, 2002 exceeded $100,000 (the "Named Executive
Officers") for the fiscal years ended December 31, 2002, 2001 and
2000: